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EXHIBIT 3(ii)(a) GENERAL BY-LAW NO. 1 OF THE REGISTRANT
AS AMENDED TO FEBRUARY 3, 2004




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BY LAW NO. 1 A BY-LAW TO REGULATE THE BUSINESS
AND AFFAIRS OF THE COMPANY PART 1
INTERPRETATION SECTION 1.01In this By-law and all other by-laws and resolutions of the
Company, unless the context otherwise requires:  (a)
    
    the following terms shall have the meanings specified:  (I)
    
    Act means the Canada Business Corporations Act or any
statute which may be substituted therefore, as amended from time to
time;(II)
    
    Articles means the Articles of Continuance of the Company
as amended or restated from time to time;(III)
    
    Board means the Board of Directors of the Company;(IV)
    
    Company means  INCO LIMITED (English form)
INCO LIMITÉE (French form)  (V)
    
    Director means a member of the Board;(VI)
    
    Meeting of Shareholders means an annual meeting of
shareholders of the Company, or a special meeting of shareholders of
the Company, or both, and includes a meeting of any class or series
of any class of shareholders of the Company; and(VII)
    
    Officer means an officer of the Company;  (b)
    
    terms used herein that are defined in the Act shall have the meanings
given to those terms in the Act; and(c)
    
    words importing the masculine gender shall include the feminine and
neuter genders, and words importing the singular number shall include the
plural number, and vice versa. PART 2
SHAREHOLDERS SECTION 2.01 Annual and Special Meetings. The Board shall call an annual
meeting of shareholders not later than 15 months after the holding of the last
preceding annual meeting. The Board may at any time call a special meeting of
shareholders. SECTION 2.02 Place of Meetings. Each meeting of shareholders shall be held in
the city of Toronto, in the Province of Ontario, or at such other place within
Canada as the Board may determine. SECTION 2.03 Notice of Meetings. Notice in writing of the time and place of
each meeting of shareholders shall be sent not less than 21 days nor more than
50 days before the meeting to each shareholder entitled to vote at the meeting,
to each Director and to the Auditors of the Company. The




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accidental failure to
give notice of a meeting of shareholders to any person entitled thereto or any
error in such notice not effecting the substance thereof shall not invalidate
any action taken at the meeting. SECTION 2.04 Quorum. At any meeting of shareholders, the holders present in
person or represented by proxy of at least 25% of the outstanding shares of the
Company entitled to be voted at the meeting shall constitute a quorum for the
transaction of business. If a quorum is not present at the opening of any
meeting of shareholders, or, if subsequent to the opening of a meeting there
ceases to be a quorum present, the holders present in person or represented by
proxy of a majority of the shares represented at the meeting may adjourn the
meeting to a fixed time and place, but no other business may be transacted. SECTION 2.05 Presiding officer. The Chairman of the Company or, if he is not
present, the President of the Company or, in the absence of both of them, a
Director designated by the Board shall act as Chairman at each meeting of
shareholders. The Secretary of the Company, or, in his absence, such other
person as the chairman of the meeting may appoint, shall act as secretary of
the meeting. SECTION 2.06 Scrutineers. At any meeting of shareholders, the chairman of the
meeting may appoint one or more persons, who may but need not be shareholders,
to serve as scrutineers with such duties as the chairman may prescribe. SECTION 2.07 Voting. Voting at any meeting of shareholders shall be by a show
of hands except where, either before or after a show of hands, a ballot is
required by the chairman of the meeting or is requested by any person present
and entitled to vote at the meeting. On a show of hands, each person present
and entitled to vote at the meeting shall have one vote. On a ballot, each
shareholder present in person or represented by proxy at the meeting and
entitled to vote thereat shall, subject to the Articles, have one vote for each
share entitled to be voted that is registered in his name. Any ballot shall be
taken in such manner as the chairman of the meeting directs. SECTION 2.08 Dividends. The mailing or other transmission to any shareholder
of the Company, at his address as recorded in the Companys share register, of
a cheque payable to his order for the amount of any dividend payable in cash
shall discharge the Companys liability
for the dividend to the extent of the amount of the cheque plus the amount of
any tax which the Company has properly withheld, unless the cheque is not paid
on due presentation. In the event of the non-receipt of any cheque for a
dividend payable in cash, the Company shall issue to the shareholder a
replacement cheque for the same amount on such reasonable terms as to indemnity
and evidence of non-receipt as the Board, or any Officer or agent designated by
the Board, may impose. No shareholder shall be entitled to recover by action or
other legal process against the Company any dividend that is represented by a
cheque that has not been duly presented to a banker of the Company for payment
or that otherwise remains unclaimed for a period of 6 years from the date on
which it was payable. PART 3
DIRECTORS AND OFFICERS SECTION 3.01 Number, term and qualifications of Directors.The number of
Directors shall be a minimum of 10 and a maximum of 25, and the number within
such range shall be determined from time to time by the Board. The term of
each Director shall expire at the 2004 annual meeting of shareholders. At that
annual meeting of shareholders, and at each annual meeting of shareholders
thereafter, each Director shall be elected for a one-year term. Retiring
Directors shall be eligible for re-election.




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The Board may appoint one or more additional Directors, who shall hold office
for a term expiring not later than the close of the next annual meeting of
shareholders, but the total number of Directors so appointed may not exceed one
third of the number of Directors elected at the previous annual meeting of
shareholders. Subject to the foregoing provisions of this Section and to Section 3.06 hereof,
if at any time there are fewer Directors in office than the number that the
Board has determined pursuant to the provisions of the first sentence of this
Section, the Board may fill the vacancies. A majority of the members of the Board and of each committee of the Directors
shall be resident Canadians. SECTION 3.02 Regular Meetings. Regular meetings of the Board shall be held at
such times and places as may be fixed by the Board from time to time. SECTION 3.03 Special Meetings. A meeting of the Board other than a regular
meeting referred to in Section 3.02 hereof may be held at any time upon call by
the Chairman of the Company, the President of the Company, the Executive
Committee of the Board, or a majority of the Directors then in office. SECTION 3.04 Place of Meetings. Each meeting of the Board shall be held in
the City of Toronto, in the Province of Ontario, or at such other place within
Canada or elsewhere as the Board or the person or persons calling the meeting
may determine. SECTION 3.05 Notice. Written or oral notice of the time and place of each
meeting of the Board shall be given to each Director at least 24 hours before
the meeting. A notice of meeting of the Board need not specify the business to
be transacted at the meeting except as may be required by the Act. The
accidental failure to give notice of a meeting of the Board to a Director or
any error in such notice not affecting the substance thereof shall not
invalidate any action taken at the meeting. SECTION 3.06 Quorum. One-third of the number of Directors as determined by
the Board pursuant to Section 3.01 hereof shall constitute a quorum for the
transaction of business at any meeting of the Board. If there is no quorum at a
meeting, a majority of the Directors present may adjourn the meeting to a fixed
time and place, but no other business may be transacted. SECTION 3.07 Presiding Officer. The Chairman of the Company or, if he is not
present, the President of the Company or, in the absence of both of them, a
Director designated by the Board shall act as Chairman at each meeting of the
Board. In the event of an equality of votes on any question at a meeting of the
Board, the Chairman of the Meeting shall be entitled to a second or casting
vote. SECTION 3.08 Executive Committee. The Board may elect from among the
Directors an Executive Committee, of which the Chairman of the Company and the
President of the Company shall be members. During the intervals between
meetings of the Board, the Executive Committee may, subject to any limitations
prescribed by the act, exercise all of the powers vested in the Board except
any powers that the Board may have previously expressly withheld from the
Executive Committee or delegated exclusively to other committees pursuant to
Section 3.09 hereof. SECTION 3.09 Other Committees. The Board may elect or appoint additional
committees composed of Directors and/or other persons which may exercise such
powers as, subject to any limitations prescribed by the Act, the Board may
delegate to them and shall have such other functions as the Board may
determine. SECTION 3.10 Officers. The Board may elect or appoint such Officers having
such responsibilities as the Board sees fit, provided that at all times there
shall be a Chairman and a President (who may be the same person) who shall be
elected from the Board and there shall be a Secretary.




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SECTION 3.11 Compensation. Each Director shall receive such reasonable
compensation as may be authorized by the Board from time to time. SECTION 3.12 Indemnity and Insurance. Subject to the limitations contained in
the Act but without limit to the right of the Company to indemnify any person
under the Act or otherwise, the Company shall indemnify a Director or Officer,
a former Director or Officer, or a person who acts or acted at the Companys
request as a director or officer of a body corporate of which the Company is or
was a shareholder or creditor, and his heirs and legal representatives, against
all costs, charges and expenses, including an amount paid to settle an action
or satisfy a judgement, reasonably incurred by him in respect of any civil,
criminal or administrative action or proceeding to which he is made a party by
reason of being or having been a Director or Officer or a director or officer
of such body corporate, if  (a)
    
    he acted honestly and in good faith with a view to the best
interests of the Company, and(b)
    
    in the case of a criminal or administrative action or
proceeding that is enforced by a monetary penalty, he had reasonable
grounds for believing that his conduct was lawful. Subject to the limitations contained in the Act, the Company may purchase and
maintain such insurance for the benefit of such persons referred to in this
Section as the Board may from time to time determine. PART 4
BORROWING SECTION 4.01 Loans and Guarantees. Without limit to the powers of the Board
as provided in the Act, the Board may from time to time on behalf of the
Company: (a)     borrow money upon the credit of the Company; (b)     issue, reissue, sell or pledge debt obligations of the
Company; (c)     to the extent permitted by the Act, give a guarantee on behalf of the
Company to secure performance of an obligation of any person or give, directly
or indirectly, financial assistance to any person on behalf of the Company by
means of a loan, guarantee or otherwise; (d)     mortgage, hypothecate, pledge or otherwise create a security interest
in all or any property of the Company, owned or subsequently acquired, to
secure any obligation of the Company; and (e)     delegate to one or more Directors or Officers all or any of the powers
conferred by the foregoing provisions to such extent and in such manner as the
Board shall determine at the time of each such delegation. PART 5
EXECUTION OF DOCUMENTS SECTION 5.01The Board may from time to time determine the Officers or other
persons by whom any particular document or instrument or class of documents or
instruments of the Company shall be executed and the manner of execution
thereof, including the use of facsimile reproductions of any or all signatures
and the use of the corporate seal or a facsimile reproduction thereof. PART 6
EFFECTIVE DATE SECTION 6.01This By-law shall come into force upon the continuance of the
Company under the Act. SECTION 6.02All other by-laws of the Company that are in force upon the
effective date of this By-law shall be repealed.